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HomeMy WebLinkAbout4540 Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments: 4540 CENTRAL KITSAP FIRE/EMERGENCY SERVICES CONSULTING Study - Feasibility - Consolidation/Merger Fire LEG 12-1 12/01/2005 09/30/2007 02/15/2009 01/01/2009 Hold Harmless PROFESSIONAL SERVICES CONTRACT THIS IS AN AGREEMENT entered into as ofthe L day of ~eM.bet' , 2005, among the CITY OF BREMERTON FIRE DEPARTMENT ("City Fire"), CENTRAL KITSAP FIRE AND RESCUE ("Central Fire"), and EMERGENCY SERVICES CONSULTING inc. ("ESCi"), a Pennsylvania corporation doing business in Wilsonville, Oregon. City Fire and Central Fire shall hereinafter also collectively be referred to as "fire agencies" or "fire departments". In the past, City Fire and Central Fire have conducted discussions regarding the economies of scale and more efficient and enhanced service to the public that might be achieved if they joined together in some fashion to deliver fire protection and/or emergency medical services. They have once again commenced these discussions and have contacted ESCi, a recognized expert in studying and evaluating fire agencies and what types of cooperative activities may result in better and more efficient delivery oftheir services at the best price reasonably obtainable. In its work, after researching each service provider, ESCi, and its staff, develops a full range of partnering strategies and options, beginning with a "do nothing" approach, and ending with a scenario involving complete consolidation of the two agencies being studied. City Fire and Central Fire have agreed to contract with ESCi to conduct a thorough evaluation of the two fire agencies and develop various workable strategies they will be able to review, and possibly employ, in joining together at some mutually agreed level of participation, for the delivery of fire protection and/or emergency medical services to the public served by each. NOW THEREFORE, IN CONSIDERATION of the foregoing recitals, and the promises and covenants of the parties hereinafter set forth, they agree as follows: 1. Proiect Document. Previously, ESCi has prepared and presented to City Fire and ESCi a written document entitled, "Proposal/Evaluation and Cooperative Effort Feasibility Study / Bremerton Fire Department / Central Kitsap Fire & Rescue". This feasibility study consists of a title page dated "June 2005", a two page letter dated June 22,2005 from Jack Snook to Chief Burdette, a table of contents, and a 34 page report consisting ofESCi's profile, description of services they will provide, scope of work, proj ect organization and staff, staff resumes', experience and references, cost quotations, ESCi' s disclosures and practices, and an PROFESSIONAL SERVICES CONTRACTlof7 / appendix. This said document will hereinafter be referred to herein as "Project Document", and by this reference is incorporated herein and made a part hereof. To the extent there is a conflict between the terms of the Project Document and this Contract, the terms ofthis Contract shall control. 2. Proiect Services. ESCi shall provide in a timely and professional manner those work tasks it has identified for itself (hereinafter also referred to as "Project Services") to undertake in the Project Document. Upon execution of this Contract, it shall take immediate steps, after receiving pertinent input from City Fire and Central Fire, to develop in written form its specific project goals, work plan, and timetable. Copies of these documents shall then be delivered to the fire agencies. ESCi shall then use its best efforts to complete its work according to the established timetable, and represents all its work hereunder should be completed by no later than one hundred eighty (180) days from project initiation. 3. ESCi Work Team! Professional Skill! Independent Contractor Status. ESCi agrees its work team assigned to this project shall consist of its management team of Thor Johnson, Jack Snook, and its project manager, Bruce Caldwell. Its project members shall consist of Bob Merritt, Bill Monahan, and Martin Goughnour. These six individuals shall work in concert on this project from its commencement through its conclusion, and shall dedicate their efforts regarding this project at all times in a professional and timely manner. ESCi shall not assign its work duties hereunder to others without first receiving the express written permission of City Fire and Central Fire. ESCi warrants its personnel assigned to this project possess the professional skill and competence to fully and completely undertake and complete all Project Services in a timely and professional manner. ESCi's management staff shall provide ongoing appropriate supervision and direction at all times regarding all Project Services. ESCi's relation to the fire departments shall at all times be as an independent contractor. 4. Compensation and Payment. A. Compensation. For all its Project Services, ESCi shall be compensated the total sum of $35,080.00, plus its reasonable expenses for travel, lodging, meals, postage, and copying, not to exceed $2,442.00. B. Payment Responsibilitv. City Fire and Central Fire shall each be responsible for one-half of all sums due and owing to ESCi pursuant to this Contract. ESCi shall submit all its billings hereunder to Central Fire. Central Fire, after determining each billing is appropriate, shall pay the same and bill City Fire for its one-half share. All payments owing hereunder from City Fire shall be paid directly to Central Fire. Central Fire also acknowledges and agrees that because of budgetary restrictions, City Fire will not have money available to pay its share ofthe Contract amount until January, 2006. PROFESSIONAL SERVICES CONTRACT20f7 .' C. Payment Periods. The total sum owing to ESCi shall be paid as follows, with Formal billings being supplied from ESCi to City Fire and Central Fire at each ofthe three billing periods: (1) 33% shall be owing within twenty (20) days from the date this Contract is executed by all parties; (2) 33% shall be owing within twenty (20) days of completion of all work undertaken by ESCi in "Phase I: Project Initiation" and "Phase II: Opportunities for Cooperative Efforts" of the Project Document, and receipt and acceptance of all documents associated with those two phases by City Fire and Central Fire. City Fire and Central Fire shall accept all said documentation to be received by them from ESCi in the Project Document if such documentation is substantially complete and as represented in the Project Document; and the remaining (3) 34% shall be due within twenty (20) days upon ESCi's delivery of its final report identified in the Project Document to City Fire and Central Fire in the manner called for therein. D. Additional Work- Compensation. Any additional work City Fire and Central Fire request from ESCi shall be agreed to in writing and signed by all parties prior to the time ESCi commences such work. "Additional work" is defined as work not included within the scope of work identified in the Project Document. The estimated time ESCi believes it will take to complete the additional work, with a "not to exceed amount of time" set forth therein, shall be identified in the writing. Additional work shall be billed on a time and materials basis, with the time billed at the hourly rate of$145.00 per hour. E. Acceptance I Reiection of Work. The results ofESCi's work performed hereunder (periodic and final work) must meet the written approval of the fire departments, which approval shall not be unreasonably withheld if such work has been completed in compliance with the terms of this Contract. That person assigned the responsibility for reviewing and accepting or rejecting all said work on behalf of the fire departments shall be the fire departments' representative identified in section 5 hereof. If any said work performed by ESCi is rejected, ESCi's contact person shall meet with the fire department's representative to discuss why rejection occurred, and ESCi shall thereafter be provided a reasonable opportunity to correct any deficiencies in its work. 5. Contact Individuals. ESCi's official representative for contact purposes by City Fire and Central Fire regarding this Contract and ESCi's work hereunder shall be ESCi's project manager, Bruce Caldwell, who may be reached at the following phone numbers: (work) (503) 570-7788; (cell) (503) 329-4906. PROFESSIONAL SERVICES CONTRACT30f7 .. The official representative for City Fire and Central Fire for all contacts from ESCi pertaining to this Contract and the work being performed hereunder shall be Chief Ken Burdette, who may be reached at the following phone numbers: (work) (360) 447-3550; (cell) (360) 340- 8258. 6. Fire Department Responsibilities. City Fire and Central Fire shall cooperate fully with ESCi in providing it with all reasonably requested information and providing requested personnel for interview purposes as requested from time to time. 7. Work Product & Documents. ESCi's work product on this project and all documents it generates as a result of its Project Services shall be furnished by ESCi to City Fire and Central Fire, and upon completion of all services hereunder, shall become the property ofthe two fire departments, except ESCi may retain one copy of its work product and documents for its records. ESCi shall remain responsible for the accuracy of its work and work product, even though it has been accepted by the fire agencies. In the event ESCi shall default under this Contract or in the event this Contract is terminated prior to its completion as herein provided, all work product of ESCi, along with a summary of work completed to the date of default or termination, shall become the property of the fire agencies. Upon request, ESCi shall deliver the work product and summary to City Fire and Central Fire. The summary of work completed shall be prepared at no additional cost to the fire departments. o ESCi shall not be held liable in any respect for the re-use of these documents by the two fire departments or others, or modifications thereof for any purpose other than those authorized under this Contract, without the written authorization ofESCi. 8. Discrimination Prohibited. ESCi agrees to comply with equal opportunity employment and not to discriminate against the fire agencies and their employees, its employees, or any applicants/entities for employment or services, because of race, creed, color, religion, national origin, marital status, sex, age or handicap, except for a bona fide occupational qualification. ESCi understands and agrees if it violates this nondiscrimination provision, this Contract may be terminated by City Fire or Central Fire, and further that ESCi will be barred from performing any services for these fire agencies now or in the future, unless a showing is made satisfactory to the agencies that the discriminatory practices have been terminated and recurrence of such action is unlikely. 9. Notices. All notices referenced in this Contract, or issued pursuant hereto, shall be in writing, shall clearly set forth their purpose, and shall be signed and dated by the remitting party. A notice shall be deemed delivered to the receiving party: on the day it is personally served on that party, with that party signing a receipt therefore which is dated; or, within three business days from the day it is mailed by certified mail, return receipt requested, from a U.S. postal PROFESSIONAL SERVICES CONTRACT 40f 7 mailing site in Washington or Oregon. For purposes of mailing notices, notices to City Fire and Central Fire shall be sent to the following person at the following mailing address: CENTRAL KITSAP FIRE & RESCUE c/o CHIEF KEN BURDETTE 5300 Newberry Hill Road, Suite 101 Silverdale, Washington 98383 and notices to ESCi shall be sent to the following person at the following mailing address: ESCi c/o BRUCE CALDWELL, Vice President 25200 SW Parkway Ave, Suite 3 Wilsonville, OR 97070 10. Termination. City Fire and Central Fire reserve the right to terminate this Agreement in whole, or in part, at any time upon first providing ten (10) days' advance written notice to ESCi. If this Agreement is terminated in its entirety by the fire agencies for their convenience, a final payment shall be made to ESCi, which, when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination applied to the total work required for the project. City Fire and Central Fire shall have the right to terminate this Contract for cause, if ESCi fails to substantially perform its work hereunder in a timely manner. Prior to termination for cause, however, ESCi shall be notified in writing of its deficient work, and be provided with an appropriate time to correct such deficiencies, which in no event shall be greater than twenty (20) days. ESCi shall have the right to terminate this Contract if City Fire and Central Fire fail to pay it any of the periodic fees and costs owing hereunder within thirty (30) days from the due date. 11. Non-Waiver. Waiver by the fire agencies of any provision of this Contract or any time limitation provided for herein shall not constitute a waiver of any other provision hereof and shall be specific only to the terms of the actual waiver provided. 12. Indemnity & Hold-harmless Provisions. ESCi shall at all times indemnify, hold harmless, and defend the fire agencies, their elected officials, officers, employees, agents and representatives, from and against any and all lawsuits, damages, costs, charges, expenses, judgments and liabilities, including attorney's fees and costs (to include attorney's fees and costs PROFESSIONAL SERVICES CONTRACT 50f 7 : in establishing indemnification), collectively referred to herein as "losses" resulting from, arising out of, or related to one or more claims arising out of the negligent acts, errors, or omissions of ESCi in the performance of its work under this Contract. The term "claims" as used herein shall include all claims, lawsuits, causes of action, and other legal actions and proceedings of whatsoever nature, involving bodily or personal injury or death, of any person or damage to any property, including, but not limited to, persons, employed by the fire agencies, ESCi, or other persons, and all property owned or claimed by the fire agencies, ESCi, or any other person or entity. 13. Cooperation of Parties / Reasonable Interpretation. The parties shall strive to cooperate in a reasonable manner with one another, in good faith, at all times, so the terms and intent of this Agreement may be fully implemented. This Agreement shall be provided with a reasonable interpretation and not interpreted in favor of or against any party for the reason that all parties have had ample opportunity to negotiate with the others regarding the contents hereof. 14. Execution in Counterparts. This Contract may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 15. Court action / Attornev fees. In the event a party or parties shall bring action against another party or parties to obtain damages or to otherwise enforce the terms of this \ Contract, the jurisdiction and venue for any such court action shall lie with the Kitsap County, Washington Superior or District Court, as appropriate. The party(s) who substantially prevails in any such court action shall be entitled to receive all its reasonable attorney fees and all costs of suit and other expenses incident to the suit from the party(s) who substantially loses. 16. Entire Al!reement. This Contract constitutes the full and complete agreement of the parties regarding and touching upon all matters contained herein. There are no other verbal or written agreements or understandings which shall modify or affect the terms of this Contract in any manner whatsoever. To be provided with legal effect, any modifications or waivers to or of this Contract shall be in writing and signed by all parties hereto. IN WITNESS WHEREOF, we have signed this Contract on the dates appearing by our respective signatures to evidence our respective approval and consent to all terms of this Contract as ofthe date (the official date of this Contract) appearing on the first page hereof: CITY OF BREMERT bY:~ Mayor C~Y BOZEMEN, For the City's Fire Department DATE: /(-,g,o~ PROFESSIONAL SERVICES CONTRACT Page 6 of7 , .. , .... . . DATE: II-I!. as CENTRAL KITSAP FIRE & RESCUE by: ~&1n~ ~ DATE: /I ('>--Z/ 7/00 j""" ROBERT MUHLEMAN, Chairperson ~ ... /J 7f:-- VIN-~ DATE: 111"v7/t..-o9S LKINS, SR., Commissioner ISSIoner DATE: ~').. q{ lDo ~ DATE: tI!--z...7( vO.'O 1-- ISSIoner by: /I./M ~ KEN ERICKSON, Commissioner DATE: 11/1..,'7 / '/...00 j-- . EMERGENCY SERVICES CONULTING inc. bY:~~ J CK SNOOK, PresIdent DATE/L. - .1- O~ PROFESSIONAL SERVICES CONTRACT Page 70f7